Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in In the event that (A) of the Employee’s Separation from Service as a Change result of Control occurs; and (B) the Executive’s employment with the Company is terminated his termination by the Company without Cause or by the Executive with his resignation for Good Reason, in either case Reason within three (x) six (63) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment before or within twelve (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (1812) months following a Change “change of control” (as hereinafter defined), in Controllieu of any amounts payable under Sections 8(a) or (b), and subject to the provisions of Section 9 below, the Executive shall be entitled to Company agrees that it will pay the following payments and benefits, with any cash payments to be made in Employee a lump sum within thirty (30) days following amount equal to the Termination Datesum of: (i) an amount equal to one (1) times the sum of (A) the ExecutiveEmployee’s then-prevailing Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”);Salary; plus (ii) an amount equal to one (1) times the average Annual Bonus paid to the Employee by the Company for the three most recently completed fiscal years in which a cash bonus program covering the Employee was in effect or an Annual Bonus was otherwise paid. For the avoidance of doubt, (A) in the event there are less than three years in which a cash bonus program covering the Employee was in effect, the average Annual Bonus shall be determined solely with respect to such lesser number of years, (B) to the extent the Employee received no bonus in a year due to the fact that no bonus targets were set or the Company’s Compensation Committee or Board of Directors did not determine whether the bonus targets had been achieved, and not because of a failure to meet applicable performance objectives, such year will not be taken into account in determining the foregoing average, and (C) to the extent the Employee received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the foregoing average; plus (iii) twelve (12) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to COBRA, provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits. The amounts described in clauses (i) and (ii) above shall be paid in a lump sum within sixty (60) days following the Employee’s Separation of Service. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(c) unless, on or prior to the fifty-fifth (55th) day following the date of the Employee’s Separation from Service, the Employee has executed an effective Release in form and substance acceptable to the Company and any applicable revocation period has expired. In addition, and notwithstanding any provision to the contrary in any long-term incentive award agreement or long-term incentive compensation plan, in the event of the Employee’s Separation from Service as a result of his termination by the Company without Cause or his resignation for Good Reason within three (3) multiplied by months before or within twelve (B12) the sum months following a “change of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, control,” the Company shall continue cause all outstanding long-term incentive awards then held by the Employee (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date orbecome fully vested and, if more favorable to the Executive and his familyapplicable, in effect generally at any time thereafter exercisable with respect to other peer executives of all the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood shares subject thereto effective immediately prior to the Restatement Effective Datedate of termination, and Employee shall have one hundred and twenty (120) shall remain in effect and shall days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be deemed subject to be an agreement the terms and conditions of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to plans, if any, under which the Executive is entitled, the Executive shall be considered to have remained employed by they were granted and any applicable agreements between the Company until three years after and the Termination DateEmployee.

Termination in Connection with a Change in Control. Notwithstanding anything In the event that Employee’s employment is terminated without Cause by the Company or Employee terminates his employment for Good Reason within twelve (12) months following a “change of control”, in lieu of any amounts payable under Sections 8(a) or (b), the Company agrees that it will pay Employee a lump sum amount equal to the sum of: 1. two (2) times the sum of Employee’s then-prevailing Base Salary, plus 2. two (2) times the average annual incentive bonus paid to Employee by the Company for the three most recently completed fiscal years in which a cash bonus program covering the Employee was in effect. For the avoidance of doubt, in the event there are less than three years in which a cash bonus program covering the Employee was in effect or a cash bonus was otherwise paid, the average annual incentive bonus shall be determined solely with respect to such lesser number of years. In addition, and notwithstanding any provision to the contrary in this Agreementany long-term incentive award agreement or long-term incentive compensation plan, the Company shall cause all outstanding long-term incentive awards then held by the Employee, to the extent that such awards are earned or “in the event that money,” as applicable, (Aincluding, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) a Change to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of Control occurs; termination. In all other respects, such awards will continue to be subject to the terms and (B) conditions of the Executive’s employment with plans, if any, under which they were granted and any applicable agreements between the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six (6) months prior to a Change and Employee. A “change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive control” shall be entitled to defined as and include each of the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: following: (i) the sum sale of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum substantially all of the amounts described in clauses (A)assets of the Company, (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to event of a merger of the Company with or into another corporation in which the holders of at least 50% of the Company's outstanding voting power hold less than 50% of the outstanding voting power immediately after such merger, or (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basisiii) during any period of two consecutive years, individuals who, at the fivebeginning of such period, constitute the Board of Directors together with any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period prior or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof. Any unvested long-term incentive awards at the date of termination shall revert to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) Company. If Employee breaches Section 4 during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySalary Continuation Period, the Company Company’s obligation to pay Employee’s salary and benefits shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Datecease immediately.

Termination in Connection with a Change in Control. Notwithstanding anything to If (a) during the contrary period beginning on the Change in this AgreementControl and continuing for three (3) years thereafter, in the event that (A) a Change of Control occurs; and (B) Company shall terminate the Executive’s 's employment with other than for Cause, death or Disability, or the Company is terminated by the Company without Cause or Executive shall terminate employment for Good Reason (which shall be communicated by the Executive with Good Reason, in either case within (x) six (6) months prior by Notice of Termination to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of ControlCompany); or (yb) eighteen (18) months following a Change in Control, during the Window Period the Executive shall be entitled terminate employment without reason, then (i) The Company shall pay to the following payments and benefits, with any cash payments to be made Executive in a lump sum in cash within thirty (30) fifteen calendar days following after the Date of Termination Datethe aggregate of the amounts set forth in clauses A, B and C below: (i) A. the sum of (A1) the Executive’s Base Salary 's annual base salary through the Date of Termination Dateto the extent not theretofore paid, (B2) the product of (x) the annual greater of the target bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) currently in effect for the most recently completed fiscal Executive or the average of the actual bonuses paid to the Executive for the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Termination DateDate of Termination, and the denominator of which is 365 and (C3) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other nonqualified benefit plan balances to the extent not previously theretofore paid (the sum of the amounts described in clauses (A1), (B2), and (C3) shall be hereinafter referred to as the “"Accrued Obligations”");; provided, however, that for purposes of this Section 2, annual base salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and (ii) an B. the amount equal to the product of (A1) and (2) where: (1) is the lesser of (a) three years or (3b) multiplied by the number of years, rounded to the nearest twelfth (B1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65), and (2) is the sum of (x) the Executive’s highest 's annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Executive participates, if any twelve-month period (on a rolling basisthe "Retirement Plan") during (utilizing actuarial assumptions no less favorable to the five-year period Executive than those in effect under the Company's Retirement Plan immediately prior to the Change Commencement Date), and any excess or supplemental retirement plan in Control Datewhich the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65), assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of employment is the sum of the annual base salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if the Executive remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under any Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period which is the lesser of (a) three years after or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination Dateand the Executive's attainment of age sixty-five (65), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the welfare, fringe, change of control protection, incentive, vacation and other similar benefit plans, practices, policies and programs provided by the Company and its affiliated entities (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated entities as if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date terminated or, if more favorable to the Executive and his familyExecutive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiescompanies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of benefits eligibility. For purposes of determining eligibility (e.g., health insurance but not the time of commencement of benefits) from such employer on terms at least as favorable to of the Executive for retiree benefits pursuant to such plans, practices, programs and his family as those being provided by the Companypolicies, then the Company shall no longer be required to provide those particular benefits to the Executive shall be considered to have remained employed for the duration of employment after the Date of Termination and his family;to have retired on the last day of such period; and (iv) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive following the Executive’s termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies; provided, howeverexcluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this Section 2, (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated before a Change in Control and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a "Change in Control" and who effectuates a "Change in Control" or (ii) otherwise occurred in connection with, or in anticipation of, a "Change in Control" which actually occurs, then for all purposes of this subparagraph (iv)Agreement, and without regard the date of a "Change in Control" with respect to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of Executive shall mean the Retention Agreement (as it stood date immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement date of such termination of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateExecutive's employment.

Termination in Connection with a Change in Control. Notwithstanding anything to (i) In the contrary event of a Change in this AgreementControl (as defined in Section 6(a)(iii) below) occurring during the then existing Term, in the Term shall automatically continue until the second anniversary of the CIC Date. In the event that (A) a Change of Control occurs; and (B) the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in either case each case, upon or within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) 24 months following the date on which a Change in ControlControl occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive shall be entitled to no later than the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days 60th day following the Termination Date: (i) Date a cash lump sum amount equal to the sum of (A1) the four times Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar year in which the CIC Date occurs; (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability; and (C) all PSUs held by Executive shall immediately vest and become payable within 30 days following their regularly scheduled vesting dates contemplated by Section 3(d)(iii); provided, however, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed shall be based on the annualized performance for the Performance Year (based on actual performance through the Termination Date), (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days adjusted in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred an equitable manner determined by the Executive (together Committee to take into account the Change in Control; and further provided that in no event shall the Earn Out Number as determined hereunder exceed that which would be payable in connection with any accrued interest or earnings thereon) and any accrued vacation pay, in each case target performance. Notwithstanding anything herein to the extent not previously paid (the sum of the amounts described in contrary, Executive’s entitlements under clauses (A), (B), ) and (C) shall be hereinafter referred to as of this Section 6(a)(i) are each expressly conditioned upon the “Accrued Obligations”timely satisfaction of the release delivery requirements of Section 5(d)(iii);. Xxx X. Xxxxxxxx Employment Agreement (ii) an amount equal to Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (AA)(I) three (3of the definition of Change in Control in Section 6(a)(iii) multiplied in which the consideration received by (B) the sum stockholders of (x) the Executive’s highest annual base salary Company in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, then the following shall apply: (A) all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options; and (yB) the Executive’s highest annual bonus all outstanding PSUs shall vest in any twelve-month period (on a rolling basis) during the five-year period full immediately prior to the CIC Date and shall be settled through the delivery of shares of the Company’s common stock to Executive. For purposes of the previous sentence, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed on the CIC Date shall be based on target performance. Notwithstanding anything herein to the contrary, no acceleration of the settlement or delivery of any PSUs pursuant to this Section 6(a)(ii)(B) shall occur unless the Change in Control Date;constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, as such terms are described in Treas. Reg. Section 1.409A-3(i)(5). (iii) for three years For purposes of this Agreement, and notwithstanding any contrary definition in the Omnibus Plan as to the treatment of the PSUs under this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the Termination Dateconsolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or such longer period as may be provided by the terms substantially all, of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives assets of the Company to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Company, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and its affiliated companiesrules and regulations promulgated hereunder) of more than 50% of the Company’s outstanding common stock or voting securities or (C) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family;Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (ivC), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.Xxx X. Xxxxxxxx Employment Agreement

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (Aa) If there occurs a Change of in Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six within three (63) months prior to a the Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; , or (y) eighteen within twenty-four (1824) months following a the Change in Control, the Executive incurs a Qualifying Termination, then, in addition to all Base Salary, Accrued Benefits and bonuses earned but not yet paid through the Date of Termination, the Bank shall be entitled pay to the following payments and benefits, with any cash payments Executive an amount equal to be made in a lump sum within thirty three (303) days following the Termination Date: (i) times the sum of (Ai) the Executive’s then current Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); plus (ii) an amount equal to (A) the average of Executive’s annual incentive bonus compensation for the three (3) multiplied by years immediately preceding the termination date, and the Continued Coverage (Bas described and paid at the time provided for in Section 8(a) the sum of this Agreement). (xb) the Executive’s highest annual base salary in Notwithstanding any twelve-month period (on a rolling basis) during the five-year period prior provision of this Agreement to the contrary, neither the Company nor the Bank shall be required to pay any benefit under this Agreement if, upon the advice of counsel, the Company or the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding Executive compensation promulgated by any regulatory agency having jurisdiction over the Company, the Bank or any of their respective affiliates. If any payments or benefits received or to be received by the Executive in connection with a Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior whether pursuant to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate this Agreement or any other plan, programarrangement or agreement, practice or policyotherwise) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 8(b), be subject to the Company shall continue excise tax imposed under Section 4999 of the Code according to provide benefits an independent accounting firm or independent tax counsel, then such payments shall, after application of available reasonable mitigation strategies and techniques, be reduced by the minimum possible amount in a manner that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive and the Executive’s family at least equal will be subject to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives excise taxes imposed under Section 4999 of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateCode.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either each case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii2) an amount equal to (A) three one and one-half (31.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii3) for three years eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits benefit (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those that particular benefits benefit to the Executive and his family;; and (iv4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to If Executive’s employment hereunder is terminated during the contrary in this Agreement, in Term (I) by the event that Company (A) a Change of Control occurs; other than for Cause, and other than due to Executive’s death or Disability, or (B) as a result of the ExecutiveCompany’s employment with non-renewal of the Company is terminated Term, or (II) by the Company without Cause or by the Executive with Good Reason, in either any case within (x) six (6) 120 days prior to, or within 24 months prior to following, a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a “Change in Control” (as such term is defined in the 2014 Plan or any then-applicable successor plan), the then Executive shall be entitled to (i) the following payments Accrued Benefits and benefits(ii) upon Executive’s execution of the Release, and the expiration of the applicable revocation period with any cash payments respect to be made in a lump sum such Release within thirty sixty (3060) days following the Termination Datedate of termination, and provided that Executive does not materially breach the Restrictive Covenants or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the sum of (Aa) the Executive’s Base Salary through the Termination Date, Compensation then in effect and (Bb) the product Target Annual Bonus for the year in which the termination occurs, to be paid in a lump sum on the 60th day following the date of termination; (ii) an amount equal to (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) Target Annual Bonus for the most recently completed fiscal year and in which the termination occurs, multiplied by (y) a fraction, the numerator of which is the number of calendar days in the current fiscal such year through the Termination Datethat Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Target Bonus”), to be paid in a cash lump sum on the 60th day following the date of termination; and (iii) notwithstanding anything to the contrary in the 2014 Plan (or any applicable predecessor or successor plan) or any applicable award agreement, (A) any outstanding time-based restricted shares held by Executive shall immediately vest on the date of termination and (CB) the amount of any compensation previously deferred by the Executive outstanding unvested performance share units (together with or any accrued interest or earnings thereon“resulting awards” related thereto) and any accrued vacation payother unvested equity-based awards held by Executive shall be treated in accordance with the terms and conditions of the applicable award agreement, except that for performance share awards contemplated by this agreement, the service component shall be deemed satisfied. Notwithstanding the foregoing, in each case to the extent not previously paid event that (the sum of the amounts described in clauses (A), (B), and (Ci) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and does not constitute a change in control event under Section 409A of the Internal Revenue Code of 1986, as amended (ythe “Code”) the or (ii) Executive’s highest annual bonus in any twelve-month period (on a rolling basistermination pursuant to this Section 5(c) during the five-year period occurs within 120 days prior to the a Change in Control Date; Control, then, to extent required to avoid adverse tax consequences under Section 409A of the Code, Executive shall receive the payments and benefits set forth in Section 5(c)(i) and (iii) for three years after the Termination Datehereof, or such longer period as may be provided by the terms of the appropriate planrespectively, program, practice or policy, the Company shall continue to provide benefits pursuant to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, applicable schedules set forth in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A5(b)(i) and 11(i)(B(iii) abovehereof, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Daterespectively.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in (i) In the event that of a Change in Control (as defined in Section 6(a)(iii) below) occurring during the then existing Term, the Term shall automatically continue until the later to occur of (A) a Change of Control occurs; December 31, 2018 and (B) the second anniversary of the CIC Date (as defined below). In the event that the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in either case each case, upon or within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) 24 months following the date on which a Change in ControlControl occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive shall be entitled to no later than the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days 60th day following the Termination Date: (i) Date a cash lump sum amount equal to the sum of (A1) four times the Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar Xxxx X. Xxxxxx Employment Agreement year in which the CIC Date occurs; (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability; and (C) all PSUs held by Executive shall immediately vest and become payable within 30 days following their regularly scheduled vesting dates contemplated by Section 3(d)(iii); provided, however, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed shall be based on the annualized performance for the Performance Year (based on actual performance through the Termination Date), (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days adjusted in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred an equitable manner determined by the Executive (together Committee to take into account the Change in Control; and further provided that in no event shall the Earn Out Number as determined hereunder exceed that which would be payable in connection with any accrued interest or earnings thereon) and any accrued vacation pay, in each case target performance. Notwithstanding anything herein to the extent not previously paid (the sum of the amounts described in contrary, Executive’s entitlements under clauses (A), (B), ) and (C) shall be hereinafter referred to as of this Section 6(a)(i) are each expressly conditioned upon the “Accrued Obligations”timely satisfaction of the release delivery requirements of Section 5(d)(iii);. (ii) an amount equal to Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (AA)(I) three (3of the definition of Change in Control in Section 6(a)(iii) multiplied in which the consideration received by (B) the sum stockholders of (x) the Executive’s highest annual base salary Company in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, then the following shall apply: (A) all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options; and (yB) the Executive’s highest annual bonus all outstanding PSUs shall vest in any twelve-month period (on a rolling basis) during the five-year period full immediately prior to the CIC Date and shall be settled through the delivery of shares of the Company’s common stock to Executive. For purposes of the previous sentence, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed on the CIC Date shall be based on target performance. Notwithstanding anything herein to the contrary, no acceleration of the settlement or delivery of any PSUs pursuant to this Section 6(a)(ii)(B) shall occur unless the Change in Control Date;constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, as such terms are described in Treas. Reg. Section 1.409A-3(i)(5). (iii) for three years For purposes of this Agreement, and notwithstanding any contrary definition in the Omnibus Plan as to the treatment of the PSUs under this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of Xxxx X. Xxxxxx Employment Agreement the surviving corporation immediately after the Termination Dateconsolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or such longer period as may be provided by the terms substantially all, of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives assets of the Company to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Company, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and its affiliated companiesrules and regulations promulgated hereunder) of more than 50% of the Company’s outstanding common stock or voting securities or (C) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family;Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (ivC), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything In the event that Employee’s employment is terminated without Cause by the Company or Employee terminates her employment for Good Reason within twelve (12) months following a “change of control”, in lieu of any amounts payable under Sections 8(a) or (b), the Company agrees that it will pay Employee a lump sum amount equal to the sum of: 1. one (1) times the sum of Employee’s then-prevailing Base Salary, plus 2, one (1) times the average annual incentive bonus paid to Employee by the Company for the three most recently completed fiscal years in which a cash bonus program covering the Employee was in effect. For the avoidance of doubt, in the event there are less than three years in which a cash bonus program covering the Employee was in effect or a cash bonus was otherwise paid, the average annual incentive bonus shall be determined solely with respect to such lesser number of years. In addition, and notwithstanding any provision to the contrary in this Agreementany long-term incentive award agreement or long-term incentive compensation plan, the Company shall cause all outstanding long-term incentive awards then held by the Employee, to the extent that such awards are earned or “in the event that money,” as applicable, (Aincluding, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) a Change to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of Control occurs; termination. In all other respects, such awards will continue to be subject to the terms and (B) conditions of the Executive’s employment with plans, if any, under which they were granted and any applicable agreements between the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six (6) months prior to a Change and Employee. A “change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive control” shall be entitled to defined as and include each of the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: following: (i) the sum sale of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum substantially all of the amounts described in clauses (A)assets of the Company, (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to event of a merger of the Company with or into another corporation in which the holders of at least 50% of the Company's outstanding voting power hold less than 50% of the outstanding voting power immediately after such merger, or (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basisiii) during any period of two consecutive years, individuals who, at the fivebeginning of such period, constitute the Board of Directors together with any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period prior or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof. Any unvested long-term incentive awards at the date of termination shall revert to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) Company. If Employee breaches Section 4 during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySalary Continuation Period, the Company Company’s obligation to pay Employee’s salary and benefits shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Datecease immediately.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits benefit (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those that particular benefits benefit to the Executive and his family;; and (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this AgreementSection 8(c) above, in the event that (A) a Change of Control occurs; and (B) the if Executive’s employment with the Company is terminated by the Company without Cause (excluding due to a Death or Disability) or by the Executive with for Good Reason, in either case Reason within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, Control (as defined in the Plan) then Executive shall be entitled to the following payments and benefits, with any cash payments benefits subject to be made in a lump sum within thirty (30) days following the Termination Date: Section 19: (i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); ; (ii) an amount equal to (A) three (3) multiplied by (B) annual Target Bonus for the sum pro-rated portion of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-fiscal year period prior to the Change in Control Date and paid in a lump sum; (iii) a severance payment equal to eighteen (18) months of (y) the Executive’s highest Base Salary and (z) annual bonus Target Bonus paid in any twelve-month period a lump sum; (on a rolling basisiv) during other than the five-year period prior 120,000 performance shares specified in Section 2(d) which shall not vest, to the Change in Control Date; extent unvested at the time of Executive’s termination of employment, immediate full vesting of all of Executive’s equity awards under the Plan (iii) for three years after at target performance, if applicable. As of the Termination Effective Date, or such longer period as may be provided by the terms target opportunity for equity grants to Executive under the Plan is two hundred percent (200%) of the appropriate plan, program, practice or policyannual Base Salary in effect for the then-current fiscal year. The Board may change Executive’s target for future equity grants in its sole and absolute discretion); (v) Executive will have the opportunity to continue to participate in the Company provided life insurance policy in which Executive is enrolled before the date of termination at an amount of 1x Base Salary for a period of twelve (12) months following the date of termination; (vi) provided Executive timely elects and is eligible for COBRA coverage, the Company shall continue pay for the premiums associated with eighteen (18) months of Executive’s continued participation, without any required contributions from Executive (but subject to provide benefits all other plan terms, including co-payments and deductibles) in the Aerojet Rocketdyne Medical Plan, Aerojet Rocketdyne Dental Plan, and the Aerojet Rocketdyne Vision Plan (the “Benefit Plans”) in which Executive is enrolled prior to the Executive date of termination; and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefitsvii) from such employer on terms at least as favorable to the Executive and his family as those being outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from Executive’s date of termination with a maximum value of $25,000. Subject to Executive’s execution and delivery of the General Release (provided, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent that such General Release was not previously paid or providedexecuted and delivered), all payments and/or grants under this Section 8(d) shall begin on the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive first payroll period that is eligible to receive following the (60) days after Executive’s termination of employment under any planor, programif applicable, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes consummation of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Datea Change in Control.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in In the event that (A) of a Change of Control occurs; and (Bas defined in the Company’s Long-Term Incentive Plan, a copy of which definition is attached), you will be entitled to receive the following: (a) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in either case within (x) six (6) months Immediately prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation effective date of a Change of Control; or , all stock options granted to you and not otherwise vested shall vest and become exercisable by you for a minimum of 90 days (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable longer, the term thereof) so that you may participate in the Change of Control transaction to the Executive and his familyfullest extent feasible, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive acceleration of your options would cause a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable charge to the Executive and his family as those being provided by Company’s earnings, then at the Company, then ’s option it may offer you a consulting position for the Company shall no longer be required term of your options during which your options would continue to provide those particular benefits to the Executive and his familyvest; (ivb) to Upon any termination of your employment after a Change of Control, for a period of eighteen months from the extent not previously paid or provideddate of your termination, the Company will pay for the COBRA benefits due you; (c) If you are terminated without Cause (as defined in the attachment), or you resign for Good Reason (as set forth in the attachment) within the first year following the Change in Control, upon such event you shall timely pay be paid in a lump sum an amount equal to two times your current salary from the Company; (d) If you are terminated without Cause, or provide you resign for Good Reason (as set forth in the attachment) within the second year following the Change in Control, upon such event you shall be paid in a lump sum an amount equal to one times your current salary; (e) Upon a Change in Control funds sufficient to satisfy your Change of Control payments in (c) or (d) above shall be deposited into a trust account maintained by a major financial institution and shall be paid to you upon your written notice to the Executive any other amounts Trustee to the effect that you have been terminated without Cause or benefits required you have resigned for Good Reason. The funds deposited with the financial institution shall remain subject to be paid or provided or which the Executive is eligible to receive following the Executive’s termination claims of employment under any plan, program, policy, practice, contract or agreement general creditors of the Company and its affiliated companies; providedsuccessor, however, that for purposes of until paid to Executive in accordance with this subparagraph 2 (ivc) or (d). The Company shall not have the ability to prevent such payment from the trust upon proper notice, but shall have the right to dispute your termination as provided in Section 8 below, and pursue all other available remedies. (f) To the extent that the benefits provided to you upon a Change in Control would exceed the amount deductible pursuant to Section 280G of the Internal Revenue Code (or any successor law), or the rules and without regard regulations thereunder, then the amount of benefits payable to you will be limited to the requirements of Sections 11(i)(Amaximum amount permitted under Section 280G, with the benefits that are reduced to be selected by you. (g) and 11(i)(BIf you are terminated without Cause (as defined in the attachments), or you resign for Good Reason (as set forth in the attachment) abovein a manner giving rise to entitlement to payment as provided in subparagraph (c) or (d), Section 4.3 such amount shall be paid upon your notice to the Trustee as provided in subparagraph (Taxes) e), but in any event payment shall be made no later than March 15th of the Retention Agreement (year following such termination without Cause or for Good Reason as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Dateprovided above.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in For purposes of this AgreementAgreement only, in the event that (A) a Change termination of Control occurs; and (B) the Executive’s employment in connection with a Change in Control (“Termination In Connection with a Change in Control”) shall be deemed to occur if at any time during the Company is terminated two-year period immediately following a Change in Control or within ninety (90) days prior to a Change in Control: (a) there has been an actual termination by the Company without Cause of Executive’s employment, other than (i) “For Cause” (as defined in Section 7 below), (ii) Executive’s death, or by the (iii) on account of an accident or illness which renders Executive with Good Reasonunable, in either case within (x) for a period of at least six (6) months prior consecutive months, to a Change perform the essential functions of Control and it is reasonably demonstrated his or her job notwithstanding the provision of reasonable accommodation by the Company; (b) the Company reduces Executive’s salary, removes Executive for the position of _____________________ of _________________, reduces reward opportunities (which will be evaluated in light of the performance requirements therefor), reduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s authority, duties, or responsibilities, a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than fifty (50) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without his or her prior express written approval; provided that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to must notify the following payments and benefits, with any cash payments to be made Company of such event in a lump sum writing within thirty (30) days following of its occurrence, specifying the Termination Date: circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (i15) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Dateto cure such Good Reason event, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, if the Company shall continue fails to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitleddo so, the Executive shall be considered must provide a notice of termination within ten (10) days of the expiration of the fifteen-day cure period in order for his or her resignation to have remained employed constitute a resignation for Good Reason and qualify under this subsection (b); or (c) any material breach by the Company until three years after the Termination Dateof any provision of this Agreement.

Termination in Connection with a Change in Control. Notwithstanding anything to (i) In the contrary event of a Change in this AgreementControl occurring during the then existing Term, in the Term shall automatically continue until the second anniversary of the CIC Date. In the event that (A) a Change of Control occurs; and (B) the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in either case each case, upon or within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) 24 months following the date on which a Change in ControlControl occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive shall be entitled to no later than the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days 60th day following the Termination Date: (i) Date a cash lump sum amount equal to the sum of (A1) the two times Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar year in which the CIC Date occurs; (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability; and (C) all PSUs and RSUs held by Executive shall immediately vest and become payable within 30 days following their regularly scheduled vesting dates contemplated by Sections 4(d)(iii) and 4(e)(ii), respectively; provided, however, the Earn Out Number for the PSU grant contemplated by this Agreement for which the Performance Year has not been completed shall be based on extrapolated performance for the Performance Year (based on actual performance through the Termination Date), (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days adjusted in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred an equitable manner determined by the Executive (together Committee to take into account the Change in Control; and further provided that in no event shall the Earn Out Number as determined hereunder exceed that which would be payable in Xxxxxxx X. Xxxxxxx Employment Agreement connection with any accrued interest or earnings thereon) and any accrued vacation pay, in each case target performance. Notwithstanding anything herein to the extent not previously paid (the sum of the amounts described in contrary, Executive’s entitlements under clauses (A), (B), ) and (C) shall be hereinafter referred to as of this Section 6(a)(i) are each expressly conditioned upon the “Accrued Obligations”timely satisfaction of the release delivery requirements of Section 5(d)(iii);. (ii) an amount equal to Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (AA)(I) three (3of the definition of Change in Control in Section 6(a)(iii) multiplied in which the consideration received by (B) the sum stockholders of (x) the Executive’s highest annual base salary Company in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, then the following shall apply: (A) all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options; and (yB) the Executive’s highest annual bonus all outstanding PSUs and RSUs shall vest in any twelve-month period (on a rolling basis) during the five-year period full immediately prior to the CIC Date and shall be settled through the delivery of shares of the Company’s common stock to Executive. For purposes of the previous sentence, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed on the CIC Date shall be based on target performance. Notwithstanding anything herein to the contrary, no acceleration of the settlement or delivery of any PSUs or RSUs pursuant to this Section 6(a)(ii)(B) shall occur unless the Change in Control Date;constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, as such terms are described in Treas. Reg. Section 1.409A-3(i)(5). (iii) for three years For purposes of this Agreement, and notwithstanding any contrary definition in the Omnibus Plan as to the treatment of the PSUs and RSUs under this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the Termination Dateconsolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or such longer period as may be provided by the terms substantially all, of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives assets of the Company to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Company, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and its affiliated companiesrules and regulations promulgated hereunder) of more than 50% of the Company’s outstanding common stock or voting securities or (C) individuals who, as of the Commencement Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Commencement Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family;Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (ivC), and without regard to the requirements . Xxxxxxx X. Xxxxxxx Employment Agreement Page 10 of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.21

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in (i) In the event that of a Change in Control (as defined in Section 6(a)(iii) below) occurring during the then existing Term, the Term shall automatically continue until the later to occur of (A) a Change of Control occurs; December 31, 2017 and (B) the second anniversary of the CIC Date (as defined below). In the event that the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in either case each case, upon or within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) 24 months following the date on which a Change in ControlControl occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive shall be entitled to no later than the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days 60th day following the Termination Date: (i) Date a cash lump sum amount equal to the sum of (A1) four times the Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar year in which the CIC Date occurs; (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability; and (C) all PSUs held by Executive shall immediately vest and become payable within 30 days following their regularly scheduled vesting dates Xxx X. Xxxxxxxx Employment Agreement contemplated by Section 3(d)(iii); provided, however, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed shall be based on the annualized performance for the Performance Year (based on actual performance through the Termination Date), (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days adjusted in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred an equitable manner determined by the Executive (together Committee to take into account the Change in Control; and further provided that in no event shall the Earn Out Number as determined hereunder exceed that which would be payable in connection with any accrued interest or earnings thereon) and any accrued vacation pay, in each case target performance. Notwithstanding anything herein to the extent not previously paid (the sum of the amounts described in contrary, Executive’s entitlements under clauses (A), (B), ) and (C) shall be hereinafter referred to as of this Section 6(a)(i) are each expressly conditioned upon the “Accrued Obligations”timely satisfaction of the release delivery requirements of Section 5(d)(iii);. (ii) an amount equal to Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (AA)(I) three (3of the definition of Change in Control in Section 6(a)(iii) multiplied in which the consideration received by (B) the sum stockholders of (x) the Executive’s highest annual base salary Company in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, then the following shall apply: (A) all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options; and (yB) the Executive’s highest annual bonus all outstanding PSUs shall vest in any twelve-month period (on a rolling basis) during the five-year period full immediately prior to the CIC Date and shall be settled through the delivery of shares of the Company’s common stock to Executive. For purposes of the previous sentence, the Earn Out Number for any previously granted PSUs for which the Performance Year has not been completed on the CIC Date shall be based on target performance. Notwithstanding anything herein to the contrary, no acceleration of the settlement or delivery of any PSUs pursuant to this Section 6(a)(ii)(B) shall occur unless the Change in Control Date;constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, as such terms are described in Treas. Reg. Section 1.409A-3(i)(5). (iii) for three years For purposes of this Agreement, and notwithstanding any contrary definition in the Omnibus Plan as to the treatment of the PSUs under this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the Termination Dateconsolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or such longer period as may be provided by the terms substantially all, of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives assets of the Company to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Company, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and its affiliated companiesrules and regulations promulgated hereunder) of more than 50% of the Company’s outstanding common stock or voting securities or (C) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to Xxx X. Xxxxxxxx Employment Agreement constitute at least a majority of the Board; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family;Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (ivC), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything If the Employee's employment were to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is be terminated by the Company without Cause Cause, or by if the Executive with Employee were to terminate for Good Reason, in either case each case, within twelve (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (1812) months following a Change in Control, as defined in the Executive MVP REIT II, Inc. 2015 Incentive Plan (as may be amended from time to time), or any successor plan thereto), the Employee shall be entitled have no right to receive any compensation or benefit hereunder or otherwise from the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following Company after the Termination Date: Date other than: (ia) the sum of (A) the Executive’s unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, (B) to the product extent subject to time-based vesting, shall vest in full as of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and ; (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (iid) an amount equal to eighteen (A18) three months' Base Salary and Target Annual Incentive, to be paid in accordance with the Company's scheduled payroll practices; (3e) multiplied by incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (Bf) subject to Employee's valid election to continue healthcare coverage under Section 4980B of the sum of Code, for the eighteen (x18) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after following the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits provide, at the Company's sole expense (whether through direct payment to the Executive plan, reimbursement of COBRA premiums or otherwise in the Company's discretion), Employee and Employee's eligible dependents with coverage under its group health plans at the Executive’s family at least equal to those which same levels as would have been provided to them applied if the Executive’s Employee's employment had not been terminated, in accordance with the applicable Benefit Plans based on Employee's elections in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTermination Date; provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Executive becomes reemployed expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with another employer the terms and is eligible conditions applicable thereto. It shall be a condition to Employee's right to receive a particular type of the amounts and benefits provided for in (e.g.c), health insurance benefits(d) from such employer on terms at least as favorable and (f) in the preceding sentence that Employee execute and deliver to the Executive and his family as those being provided by the CompanyCompany an effective Release within twenty-one (21) days (or, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or providedrequired by law, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive forty-five (45) days) following the Executive’s termination of employment under Termination Date and that Employee not revoke such Release during any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Dateapplicable revocation period.

Termination in Connection with a Change in Control. Notwithstanding anything If the Employee's employment were to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is be terminated by the Company without Cause Cause, or by if the Executive with Employee were to terminate for Good Reason, in either each case within twelve (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (1812) months following a Change in Control, as defined in the Executive MVP REIT II, Inc. 2015 Incentive Plan (as may be amended from time to time), or any successor plan thereto), the Employee shall be entitled have no right to receive any compensation or benefit hereunder or otherwise from the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following Company after the Termination Date: Date other than: (ia) the sum of (A) the Executive’s unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, (B) to the product extent subject to time-based vesting, shall vest in full as of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and ; (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (iid) an amount equal to twenty-four (A24) three months' Base Salary and Target Annual Incentive, to be paid in accordance with the Company's scheduled payroll practices; (3e) multiplied by incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (Bf) subject to Employee's valid election to continue healthcare coverage under Section 4980B of the sum of Code, for the eighteen (x18) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after following the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits provide, at the Company's sole expense (whether through direct payment to the Executive plan, reimbursement of COBRA premiums or otherwise in the Company's discretion), Employee and Employee's eligible dependents with coverage under its group health plans at the Executive’s family at least equal to those which same levels as would have been provided to them applied if the Executive’s Employee's employment had not been terminated, in accordance with the applicable Benefit Plans based on Employee's elections in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTermination Date; provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Executive becomes reemployed expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with another employer the terms and is eligible conditions applicable thereto. It shall be a condition to Employee's right to receive a particular type of the amounts and benefits provided for in (e.g.c), health insurance benefits(d) from such employer on terms at least as favorable and (f) in the preceding sentence that Employee execute and deliver to the Executive and his family as those being provided by the CompanyCompany an effective Release within twenty-one (21) days (or, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iv) to the extent not previously paid or providedrequired by law, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive forty-five (45) days) following the Executive’s termination of employment under Termination Date and that Employee not revoke such Release during any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Dateapplicable revocation period.

Termination in Connection with a Change in Control. Notwithstanding anything If, during the Employment Term and within three months prior to the contrary in this Agreement, in the event that (A) or two years following a Change of Control occurs; and (B) the in Control, Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in either case within (x) six (6) months prior then Executive’s employment will be deemed to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose have been terminated in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a the Change in ControlControl and, subject to timely satisfaction of the release and other conditions set forth in Section 8(i), Executive shall will be entitled to receive the following payments (which Executive acknowledges will be in partial consideration for Executive’s compliance with the post-termination obligations under this Agreement (including the obligations under Section 12 and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date:Section 13)): (i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)Benefits; (ii) an amount equal the Severance Payment (except the multiple will be changed from two (2.0) to (A) three (3) multiplied by (B) 3.0)), and such Severance Payment will be paid on the sum date that is 60 days following the Date of (x) Termination, subject, however, to a delay of up to six months from the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior Date of Termination if and to the Change extent required in Control Date order to satisfy the requirements of Section 16(b) and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control DateCode Section 409A; (iii) for three years after the Termination Date, or such longer period as may be provided by Pro-Rated Short Term Bonus (except that the terms portion of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those Bonus which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect will be prorated will be based on the Measurement Date or, if more favorable to the Executive greater of target Bonus and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his familyactual Bonus earned); (iv) to any earned but unpaid LTI Award and any LTI Award for the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to then-current performance period will be paid or provided or which in accordance with the Executive is eligible to receive following terms of the 2013-2015 Cash LTIP; (v) immediate vesting and payout of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of unvested outstanding Company Equity Awards (the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (iv“Full Accelerated Equity Vesting”), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (vvi) the unpaid principal balance up to 18 months of Subsidized COBRA Coverage. Notwithstanding any other provision, and subject to timely satisfaction of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) release and other conditions set forth in Section 8(i), as a result of the Executive for retiree benefits to which the SuperMedia Inc. and Dex One Corporation merger, if Executive is entitled, the Executive shall be considered to have remained employed terminated by the Company until three years after without Cause or resigns for Good Reason on or prior to April 30, 2015 and another Change in Control has not occurred, Executive will be entitled to receive the Termination Datepayments and benefits set forth in this Section 8(e) but will not receive the payments in clause (iv) and will instead receive the Pro-Rated Long-Term Bonus.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in (i) In the event that the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company for Good Reason, in each case, upon or within 24 months following the date on which a Change in Control occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive no later than the 60th day following the Termination Date a Change cash lump sum amount equal to the sum of Control (1) two times Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar year in which the CIC Date occurs; and (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability. Xxxx X. Xxxxxx Executive Chairman Agreement Notwithstanding anything herein to the contrary, Executive’s employment with entitlements under clauses (A) and (B) of this Section 6(a)(i) are each expressly conditioned upon the timely satisfaction of the release delivery requirements of Section 5(d)(iii). (ii) Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (A)(I) of the definition of Change in Control in Section 6(a)(iii) in which the consideration received by the stockholders of the Company in the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options. (iii) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is terminated by not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or substantially all, of the assets of the Company without Cause to any corporation, person or by other entity which is not a direct or indirect wholly-owned subsidiary of the Executive with Good Reason, in either case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (i) the sum of (A) the Executive’s Base Salary through the Termination DateCompany, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the product Securities Exchange Act of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction1934, the numerator of which is the number of days in the current fiscal year through the Termination Dateas amended, and rules and regulations promulgated hereunder) of more than 50% of the denominator of which is 365 and Company’s outstanding common stock or voting securities or (C) individuals who, as of the amount of any compensation previously deferred by Effective Date, constitute the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid Board (the sum “Incumbent Board”) cease for any reason to constitute at least a majority of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (ii) an amount equal to (A) three (3) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (iii) for three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesBoard; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family;Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (ivC), and without regard to the requirements of Sections 11(i)(A) and 11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.